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Report Date : |
31.10.2007 |
IDENTIFICATION
DETAILS
|
Name : |
RFCL LIMITED |
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Formerly Known As : |
RANBAXY FINE
CHEMICALS LIMITED |
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Registered Office : |
Village Gangguwala
Paonta Sahib, Sirmour, Himachal Pradesh |
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Country : |
India |
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Financials (as on) : |
31.03.2006 |
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Date of Incorporation : |
22.01.1991 |
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Com. Reg. No.: |
06-11011 |
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CIN No.: [Company
Identification No.] |
L24209HP1991PLC011011 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
PTLR11106E |
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PAN No.: [Permanent
Account No.] |
AABCR7314N |
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Legal Form : |
A Closely held
Public Limited Liability Company. |
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Line of Business : |
Manufacturing,
importing, exporting and trading of chemicals, reagents and fine chemicals. |
RATING &
COMMENTS
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MIRA’s Rating : |
Ba |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 480000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
The company’s
entire shares has been brought by The Western India Trustee and Executor
Company Limited [India Advantage Fund – I] acting through its Fund Manager
ICICI venture Funds Management Company Limited. Trade relations are fair.
Financial position is satisfactory. Payments are usually correct and as per
commitments. The company is
doing well. It can be
considered good for normal business dealings at usual trade terms and
conditions. |
LOCATIONS
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Registered Office : |
Village Gangguwala
Paonta Sahib, Sirmour, Himachal Pradesh, India |
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E-Mail : |
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Website : |
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Head Office : |
A – Okhla Industrial
Area Phase – 1, Okhla, New Delhi – 110020, India |
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Tel. No.: |
91-11-26811592 /
26817509 / 42395700 / 41609171-75 / 42395564 / 42395750-50 |
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Fax No.: |
91-11-51609189 /
26813676 |
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Branches : |
Survey No. 552
& 552 / 1, Industrial Zone, Sarkhej – Ahmedabad Jaggi Complex, G
T Road, Ambala 1st
Cross, 1st Floor, Pantharpalya, Muthachari Industrial Area,
Nayandahalli, Off, Mysore Road, Bangalore – 560039 Bb-1-4, 12-15, 21
Village Kalher, Agra Road, Taluka Bhiwandi, Thane, Maharashtra No. 5-1 SF No.
359, Tank Road, Near Elgi Industrial Area, Unit III, Opp. Santhi Singanallur,
Coimbatore – 641005 Plot No 38, Khata
No. 430 of Mauza Cuttack Sadar, Junspatna, Unit No. 24 Ward No. 25, Cuttack,
Orrisa J-1 & J-3, J R
Complex No. 1, Village Mandoli, Sewedham, Delhi 35/1717, South
Janatha Road, Cochin 547 A, Shibban
Pura, Delhi Meerut Road, Ghaziabad Rukmini Gaon, G S
Road, Dispur, Guwahati Survey No. 33,
Old Bowenpally Secunderabad – 11 1 & 2, S No.
15/1, Village Pipliya Kumar, Near Mittal Tokanta, Mr-11, Ring Road Square,
Dewas Naka, Indore Plot No A – 115
& 116, Jan Path Parashwanath Colony, Nirman Nagar, Jaipur 5 Kustia Road,
Kolkata – 39 Gangan alace,
Bagia No. 2, Kanpur Road, Near Transport Nagar, Lucknow A /12, Patrakar
Nagar, Kankarbagh Road, Patna – 800020 Daldal Seoni
Road, Mowa, Raipur – Chatisgarh – 492005 164/4 A, 3 B
Fursungi, Haveli, Pune , Maharashtra, India Khasra No.
19/13/1 [3-14] , 18/1, [2-13]
Hadbast No. 234, Opp Bajaj Scooter Godown, Khewat / Khatoni No. 636/791,
Pabhat, Zirakpur, Patiala C-50 Industrial
Area Phase – II, SAS Nagar, Mohali, Punjab 141-Annasalai,
Saidapet, Chennai – 600015 A – 139 Rajlaxmi
Complex, Opp. Telephone Exchange, Old Padra Road, Vadodara – 390016 Plot No. F1-1,
Sector 6B, BHEL Industrial Estate, Haridwar – 249403, Uttaranchal |
DIRECTORS
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Name : |
Mr. B.K. Raizada |
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Designation : |
Chairman |
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Address : |
L-32 / 07 SLF
Qutab, Enclave Phase – II, Gurgaon – 122001, Haryana, India |
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Date of Birth/Age : |
17.04.1944 |
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Date of Appointment : |
28.04.1997 |
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Name : |
Dr. Nityanand |
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Designation : |
Director |
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Address : |
B-62 Nirala
Nagar, Lucknow – 226007, Uttar Pradesh |
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Date of Birth/Age : |
01.01.1925 |
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Date of Appointment : |
28.04.1997 |
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Name : |
Dr. Yatendra
Kumar |
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Designation : |
Director |
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Address : |
I-26/5, DLF
Qutab, Enclave Phase – II, Gurgaon – 122001, Haryana, India |
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Date of Birth/Age : |
20.07.1955 |
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Date of Appointment : |
24.08.2001 |
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Name : |
Mr. Ameet H Desai
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Designation : |
Director |
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Address : |
B-64 Soami Nagar
Near, Panchsheel Park, New Delhi – 110017 |
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Date of Birth/Age : |
04.10.1963 |
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Date of Appointment : |
11.08.2003 |
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Name : |
Dr. Naresh Kumar |
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Designation : |
Director |
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Address : |
House No. 103,
Sector 35-A, Chandigarh, Union Territory |
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Date of Birth/Age : |
13.08.1952 |
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Date of Appointment : |
16.06.2000 |
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Name : |
Mr. D S Kaul |
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Designation : |
Director |
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Address : |
B-64 Soami Nagar
Near, Panchsheel Park, New Delhi – 110017 |
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Date of Birth/Age : |
25.07.1957 |
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Date of Appointment : |
11.08.2003 |
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Date of Ceasing : |
10.06.2004 |
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Name : |
Mr. Aluri
Shrinivasa Rao |
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Designation : |
Director |
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Address : |
9B, West View, 2nd
Floor, San Francis Road, Bandra West, Mumbai – 400050 |
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Date of Birth/Age : |
13.02.1965 |
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Date of Appointment : |
29.11.2005 |
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Name : |
Mr. Puggera
Mandappa Devaiah |
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Designation : |
Director |
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Address : |
# 315, “Chinhome”
4 A Cross, 3rd Main, HRBR Layout, 3rd Block, Opp-JVV,
Kamanhalli, Bangalore – 560043 |
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Date of Birth/Age : |
15.02.1965 |
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Date of Appointment : |
29.11.2003 |
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Name : |
Mr. Sushil Mehta |
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Designation : |
Director |
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Address : |
MA –1/6-2A,
Garden Estate, Gurgaon – 122001, Haryana |
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Date of Appointment : |
06.12.2005 |
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Name : |
Mr. Apurva P.
Patel |
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Designation : |
Director |
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Address : |
Sunshine
Building, Flat 84, Rahabali Patel Road, Breach Candy [BH Desai Road] Mumbai -
400026 |
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Date of Birth/Age : |
22.10.1971 |
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Date of Appointment : |
06.12.2005 |
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Name : |
Mr. K. S.
Patawari |
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Designation : |
Director |
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Address : |
14/84, Vikram
Vihar, lajpat Nagar – IV, New Delhi – 110024, India |
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Date of
Birth/Age : |
15.06.1955 |
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Date of
Appointment : |
07.04.2005 |
KEY EXECUTIVES
|
Name : |
Mr. Ramana
Venkata K |
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Designation : |
Company Secretary
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Address : |
148, Akash
Darshan Apartments, Mayur Vihar Phase – I, Delhi - 110091 |
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Date of
Birth/Age : |
01.07.1960 |
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Date of Appointment
: |
24.08.2001 |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
As on 14.09.2006
|
Names of
Shareholders |
|
No. of Shares |
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The Western India
Trustee and Executor Company |
|
5549994 |
|
Beena M. Chotai Nominee of ICICI Venture
Funds Management Company Limited |
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1 |
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P. M. Devaiah Nominee of ICICI
Venture Funds Management Company Limited |
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1 |
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T S Suresh Nominee of ICICI
Venture Funds Management Company Limited |
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1 |
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Anselm Pinto Nominee of ICICI Venture
Funds Management Company Limited |
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1 |
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Ajay Rathi Nominee of ICICI
Venture Funds Management Company Limited |
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1 |
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Jayatheerta V. Nominee of ICICI
Venture Funds Management Company Limited |
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1 |
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Total |
|
5550000 |
Equity Share Break Up
|
Names of Shareholders |
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Percentage of
Holding |
|
Bodies corporate |
|
100.00 % |
BUSINESS DETAILS
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Line of Business : |
Manufacturing,
importing, exporting and trading of chemicals, reagents and fine chemicals. |
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Products : |
Fine Chemicals The product range
includes the following : Ø
Laboratory
Chemicals Ø
Disinfectants Ø
Stains Ø
Indicators
(paper & solution) Ø
Solvents
(HPCL grade) Ø
Antimony
trioxide (coated) Ø
Copper (I)
iodide Ø
Potassium
iodide Ø
Cobalt
acetate Ø
Antimony
triacetate Ø
Manganese
(II) acetate Ø
Sodium
acetate (anhydrous / trihydrate) Ø
Zinc acetate Ø
Sugar
chemicals Ø
Paper
chemicals Ø
Slimicides
(for alkaline & acidic medium) Ø
Flocculating
agents Ø
Biocides Ø
Leather
preservatives Ø
Water
treatment chemicals Ø
Corrosion
inhibitors Ø
Sequestering
agents Ø
Oilfield
chemicals Ø
Degreasing
agents Ø
N-Methyl-4-chloropiperidine Ø
N-Carbethoxy-4-piperidone Ø
p-Bromobenzyl
bromide Ø
3-Chlorobenzyl
chloride Ø
Methyl
nicotinate Ø
Trimethylsulphoxonium
iodide Ø
p-Bromobenzyl
cyanide Ø
Ethyl
nicotinate Ø
Methyl
isobutyl acetate Ø
2,3,5-Triiodobenzoic
acid Ø
Pyridine
hydrobromide Ø
2-Methoxypropane Ø
Sodium-2-ethyl
hexanoate Ø
3-Chloroperoxybenzoic
acid Ø
Methyl
iodide Ø
3,5-Diidosalicylic
acid Ø
3-Chlorobenzaldehyde Ø
Azacyclonol Ø
2-Cyano-4-methylbiphenyl Ø
Methyl-2-(2-aminothiazole-4-yl) Ø
2-methoxyiminiacetate Ø
Cyclopropane-1e Ø
1-dicarboxy
acid Ø
Trimethyl
borate Ø
N,
N-Dimethylbenzamide Ø
2,4-Dichlorobenzyl
chloride Ø
9-Fluorenemethanol Ø
4-(p-Chlorophenyl)-4-hydroxypiperidine Ø
Manganese
dioxide |
PRODUCTION STATUS
|
Particulars |
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|
Actual
Production |
|
Chemicals |
|
|
|
244558770 |
GENERAL
INFORMATION
|
No. of Employees : |
400 |
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Bankers : |
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Banking
Relations : |
Satisfactory |
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Auditors : |
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|
Name : |
J L Malhotra
& Associates Chartered
Accountants |
|
Address : |
1090, Hardiyan
Singh Road, Karol Bagh, New Delhi – 110005, New Delhi, INDIA |
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Tel. No.: |
91-11-25815558 |
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Fax No.: |
91-11-56228985 |
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Associates/Subsidiaries : |
Domestic Ø
Solus
Pharmaceuticals Limited Ø
Rexcel
Pharmaceuticals Limited Ø
Vorin
Laboratories Limited Ø
Vidyut
Investment Limited Ø
Ranbaxy
Drugs & Chemicals Company Ø
Ranbaxy Drugs
Limited Overseas Ø
Ranbaxy
(Gunagzhou China) Limited, China Ø
Ranbaxy
(Netherlands) B. V., Netherlands Ø
Ranbaxy
Nigeria Limited, Nigeria Ø
Ranbaxy
Hongkong Limited, Hongkong |
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Parent Company : |
Ranbaxy Laboratories
Limited, Sahibzada Ajit Singh Nagar - 160055, Dist. Ropar, Punjab, INDIA Tel. No. 91-11-6452666-72 Fax No. 91-11-6465748 |
CAPITAL STRUCTURE
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
10000000 |
Equity Shares |
Rs. 10/- each |
Rs. 100.000 millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
5666384 |
Equity Shares |
Rs. 10/- each |
Rs. 56.664 millions |
FINANCIAL DATA
[all figures are in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.12.2004 To 31.03.2006 [15 Months] |
31.12.2004 [12 Months] |
31.12.2003 [12 Months] |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
55.500 |
55.500 |
55.500 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
66.456 |
45.682 |
4.630 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
121.956 |
101.182 |
60.130 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
677.669 |
0.000 |
0.000 |
|
|
2] Unsecured Loans |
0.000 |
0.000 |
40.000 |
|
|
TOTAL BORROWING |
677.669 |
0.000 |
40.000 |
|
|
DEFERRED TAX LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
799.625 |
101.182 |
100.130 |
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APPLICATION OF
FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net
Block] |
345.512 |
13.912 |
11.678 |
|
|
Capital
work-in-progress |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
0.000 |
1.743 |
1.744 |
|
|
DEFERREX TAX
ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS,
LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
301.580
|
76.825 |
69.524 |
|
|
Sundry Debtors |
242.655
|
56.769 |
61.468 |
|
|
Cash & Bank
Balances |
92.810
|
24.249 |
19.487 |
|
|
Other Current
Assets |
0.000
|
0.000 |
0.00 |
|
|
Loans &
Advances |
104.324
|
48.439 |
22.252 |
|
Total Current Assets |
741.369
|
206.282 |
172.731 |
|
|
Less : CURRENT LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current
Liabilities |
243.823
|
92.798 |
79.584 |
|
|
Provisions |
52.575
|
27.957 |
6.439 |
|
Total Current Liabilities |
296.398
|
120.755 |
86.023 |
|
|
Net
Current Assets |
444.971
|
85.527 |
86.708 |
|
|
|
|
|
|
|
|
MISCELLANEOUS
EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
Assets pending
for capitalization |
9.142 |
|
|
|
|
|
|
|
|
|
|
TOTAL |
799.625 |
101.182 |
100.130 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.12.2004 To 31.03.2006 [15 Months] |
31.12.2004 [12 Months] |
31.12.2003 [12 Months] |
|
|
Sales Turnover |
1157.061 |
462.058 |
348.312 |
|
|
Other Income |
23.581 |
7.078 |
-- |
|
|
Total Income |
1180.642 |
469.136 |
348.312 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
131.974 |
66.467 |
30.278 |
|
|
Provision for Taxation |
36.597 |
21.518 |
6.264 |
|
|
Profit/(Loss) After Tax |
95.377 |
44.949 |
24.014 |
|
|
|
|
|
|
|
|
Earnings in Foreign Currency : |
|
|
|
|
|
Total Earnings |
NA |
7.631 |
2.040 |
|
|
|
|
|
|
|
|
Imports : |
|
|
|
|
|
Total Imports |
NA |
44.770 |
25.424 |
|
|
|
|
|
|
|
|
Expenditures : |
|
|
|
|
|
|
Salaries, Wages, Bonus, etc. |
82.509 |
25.451 |
|
|
|
Payment to Auditors |
0.309 |
0.176 |
|
|
|
Insurance Expenses |
4.906 |
2.269 |
311.580 |
|
|
Other Expenditure |
302.049 |
137.484 |
|
|
Total Expenditure |
389.773 |
165.380 |
311.580 |
|
KEY RATIOS
|
PARTICULARS |
|
31.12.2004 To 31.03.2006 [15 Months] |
31.12.2004 [12 Months] |
31.12.2003 [12 Months] |
|
PAT / Total
Income |
(%) |
8.08
|
9.58 |
6.89 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
11.41
|
14.38 |
6.89 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
12.14
|
30.19 |
16.42 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
1.08
|
0.66 |
0.50 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
7.99
|
1.19 |
2.10 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.50
|
1.71 |
2.01 |
LOCAL AGENCY
FURTHER INFORMATION
History
The company
“Rambaxy Fine Chemicals Limited” is engaged in the business of dealings in Reagents,
Formulations, Chemicals [including Fine Chemicals]. The company also deal in
Life Sciences and related Research activities. The company was earlier wholly
owned subsidiary of Ranbaxy Laboratories Limited [Ranbaxy]. However, now the
entire share capital of the company has been purchased by Western India Trustee
and Executor Company Limited thought its Fund Manager ICICI venture Funds
Management Company Limited. In terms of understanding with Ranbaxy the new
owners cannot use the word Ranbaxy, Hence change of the name is required. The
company is well known in the market by its abbreviated form i.e. “RFCL”. RFCL
is also the trade mark of the company. Hence the Board has decided in its Board
Meeting held on 27.07.2006 to change the name of the company to RFCL limited
subject to proposed name made available by Registrar of Companies, Punjab,
Himachal Pradesh and Chandigarh. The letters RFCL also signify as follows :
R – Reagents
F – Formulations
C – Chemicals
L – Life Sciences
In order to retain
its identity as it is known in the market by its shorter form as “RFCL” is is
proposed to change the name from Ranbaxy Fine Chemicals Limited to RFCL
Limited.
The company has
been awarded with "ISO 9002" Certification for its manufacturing
system.
Subject [RFCL],
till recently a 100 % subsidiary of India Pharma major, Ranbaxy Laboratories
Limited, is now owned by ICICI Bank Venture Capital Fund is managed by a highly
dynamic group of professionals with focus on 4 special business units RANKEM
Scientific Laboratory Solutions, VETNEX
Next Generation Veterinary Solutions for Livestock, Poultry and pets, DIAGNOVA,
in vitro Diagnostics, and NEOSYNTH custom synthesis, that together account for
a INR 1485 million business group. The four business segments cover a wide
range of customer industries like Pharmaceuticals, Biotechnology, R & D
Laboratories, Food Processing, the veterinaries, Aqua and Poultry farms, in Vitro Diagnostic facilities in
clinical labs, hospitals, and nursing homes.
The company's fixed
assets of important value include machinery, air-conditioning plant &
equipment, moulds & dies, furniture & fixture, office equipment and
computer & accessories.
The chemical
industry which had been on a path of high growth since liberalisation, slowed
down in FY’97. Year-on-year growth rate in Index of Industrial Production (IIP)
for chemical production in FY’96. This slowdown has been attributed to a number
of reasons. The overall slowdown in economy, including that of the agriculture
sector has bad on impact on the chemical industry. The impact of reforms on the
industry has also been severe.
Caustic soda is
manufactured/sold in liquid (lye) or solid (flakes) form. It finds usage in
diverse applications such as in the manufacture of paper, alumina, man-made and
cotton fibres, soaps/detergents and a host of chemicals. Chlorine is a
co-product and for every tonne of caustic soda manufactured, 0.88 tonnes of
chlorine is produced. Chlorine is used in a number of applications such as in
the manufacture of PVC and several other organic/inorganic chemicals.
Soda ash,
chemically known as Sodium Carbonate is a versatile inorganic chemical with a
wide variety of applications. It is largely used in the manufacture of
detergents, silicates and several downstream chemicals. The domestic soda ash
industry has been facing the onslaught of imports for quite some time.
The industry is
likely to continue to be a net importer although imports may be lower in the
coming year due to larger capacities in the domestic market. The
competitiveness of the industry will be severely tested as import duties on the
furnished products come down further and foreign major seek to establish a
toehold in the country.
Directors
Mr. S. D. Kaul
resigned as Director of the company effective June 10, 2004. The directors
placed on record their appreciation for valuable contribution made by him
tenure as a directors of the company.
Mr. S K Patawari
was appointed as additional Directors of the company effective April 07, 2005
and holds office upto the ensuing Annual General Meeting. The company has
received a notice from a member under Section 257 of the companies Act, 1956
proposing the candidature of Mr. S K Patawari as Directors of the company.
Mr. Nityanand
Director retires by rotation at the ensuing Annual General meeting and is
eligible for reappointment.
Form 8 Particular for
creation or modification of charges
|
Corporation identity number or foreign
company registrations number of the company
|
L24209HP1991PLC011011 |
|
Name of the company |
RANBAXY FINE
CHEMICALS LIMITED |
|
Address |
Village
Gangguwalapaonta Sahib, Sirmour, Himachal Pradesh |
|
This Form is for |
Creation of Charges |
|
Type of Charges |
Hypothecation |
|
Particular of the charge holder |
ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai,
Maharashtra, India |
|
Nature or description of the instrument
creating charge |
Deed of hypothecation dated 27.08.2006 of receivable, stock, movables
properties and other current assets |
|
Date of the instrument creating charge |
27.08.2006 |
|
Amount Secure by the charge |
Rs. 345.000 Millions |
|
Brief of the principal terms and conditions
and extent and operation of the charge |
As per term and condition |
|
Description of the property charge whether
it is a charge on |
Stock in trade, Furniture and Fixture, Book debts, vehicles, fixed
deposits and other |
|
Particulars of the Property charged |
First and pari passu charge by way of hypothecation of the company
entire movable properties, stock of
raw materials, semi finished goods and finished goods consumable stress and such
other moveable including book debts, bills whether documentary or clean,
outstanding monies, receivables both present and future. |
|
|
|
|
Corporation identity number or foreign
company registrations number of the company
|
L24209HP1991PLC011011 |
|
Name of the company |
RANBAXY FINE
CHEMICALS LIMITED |
|
Address |
Village
Gangguwalapaonta Sahib, Sirmour, Himachal Pradesh |
|
This Form is for |
Creation of Charges |
|
Type of Charges |
Hypothecation |
|
Particular of the charge holder |
ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai,
Maharashtra, India |
|
Nature or description of the instrument
creating charge |
Deed of hypothecation dated 27.08.2006 of receivable, stock, movables
properties and other current assets |
|
Date of the instrument creating charge |
27.08.2006 |
|
Amount Secure by the charge |
Rs. 345.000 Millions |
|
Brief of the principal terms and conditions and
extent and operation of the charge |
As per term and condition |
|
Description of the property charge whether
it is a charge on |
Stock in trade, Furniture and Fixture, Book debts, vehicles, fixed
deposits and other |
|
Particulars of the Property charged |
First and pari passu charge by way of hypothecation of the company
entire movable properties, stock of
raw materials, semi finished goods and finished goods consumable stress and
such other moveable including book debts, bills whether documentary or clean,
outstanding monies, receivables both present and future. |
|
Name of the
company |
RANBAXY FINE CHEMICALS LIMITED |
|
Presented By |
ICICI BANK
LIMITED |
|
1) Date and
description of instrument creating the change |
Credit facility
agreement overall working capital limit and deed of hypothecation both dated
10.11.2000 |
|
2) Amount secured
by the charge/amount owing on the securities of charge |
Rs. 139.000
Millions |
|
3) Short
particular of the property charged. If the property acquired is subject to
charge, date of the acquired of the property should be given |
An exclusive
first charge to created to be created in favour of ICICI Bank by way of
hypothecation of the Borrowers entire stocks of raw materials, semi finished
goods consumable stores and such other moveable such as book debts,
outstanding monies receivables and other such items as mentioned below both
present and future of such form satisfactory to the Bank. A mortgage and
charge in favour of the Bank of all
the Borrower immovable and movable property both present and future,
inclusive movable machinery, machinery spares, tools and accessories present
and future. |
|
4) Gist of the
terms and conditions and extent and operation of the charge. |
The above is to
secure fund based limit i.e. Cash Credit Limit of Rs. 23.800 Millions WCDL of
Rs. 95.200 Millions and Non Fund Based i.e. Letter of Credit Limit of Rs.
15.000 Millions Bank Guarantee Limit of Rs. 5.000 Millions with Margin @ 25 %
on stock and book debts Interest as per Schedule III of the Credit facility
agreement or at such other rates as may be specified by the Bank from time to
time. |
|
5) Name and
Address and description of the person entitled to the charge. |
ICICI Bank
Limited. 9-A, Connaught
Place, New Delhi |
|
6) Date and brief description of instrument
modifying the charge |
Nil |
|
7) Particulars of
modifications specifying the terms and conditions or the extent of operations
of the charge in which modification is made and the details of the
modification. |
Nil |
Overview
RFCL Limited is now a part of ICICI Venture’s successful and
expanding portfolio of path-breaking companies. Transformed into a dynamic entity,
RFCL has embarked upon a new pathway for growth and success. At RFCL,
innovation is a way of life as their work towards emverging as a globally
respected company in the field of Life sciences and Laboratory Solutions. Their
believe in nurturing value based growth through excellence & creativity.
Everyday, the best of minds with widest experience guide the joy of Discovery,
Manufacturing & Customising Solutions to reach greater heights in Customer
care.
Key Milestones
SEPTEMBER 2005
Project Enterprise: The Management interacts with employees
across the country launching Project Enterprise as the first step to usher in
the transition to the Newco
OCTOBER 2005
Development of new identity for corporate and SBUs is
initiated
DECEMBER 2005
Unveiling of the identity of Diagnova, the SBU for in vitro
Diagnostics at Synapse ’05, the first All India Distributors’ Meet held by any
diagnostic company in India
JANUARY 2006
• Launch of “Time to Consolidate”, an HR endeavor to
channelize fresh thought processes and build teamwork across the company
• Harmony ’06 – All of RFCL, panning the four SBUs came
together for the first time in Agra
• Concurrently held the First All India CFA Partners’ Meet – Fulcrum 2006 and
the All India Manufacturing Partners Meet – Synergy 2006
FEBRUARY 2006
• Announcement of the Core Team for RFCL
• Launch of DIAGCARE – The Customer Support Program of
Diagnova with the aim to “Strive for Perfection…On Time, All the Time”
• Launched the “Biosecurity Program”, an initiative of
Vetnex Poultry Division to combat the Avian Influenza
• Exports initiative showcased RFCL and the four SBUs – Diagnova, Rankem,
Vetnex and Neosynth at Arab Lab – the international exhibition in Dubai, UAE
MARCH 2006
• Launch of i-BEAMS – The Infrastructure and Business
Enabling Architecture & Modeling Solutions
• Launch of Project PLANT – the indigenous manufacturing facility project in
Haridwar for Diagnostics and Animal Healthcare products
• Embraced employment engagement philosophy, achieved 70th percentile on
engagement and 81% on overall satisfaction in a world wide data base of 7.2 m
employees across 537 organisations located in 105 countries
APRIL 2006
• Symbiosis – the 2nd All India Stockists’ Meet of Rankem,
showcased its launch as an SBU of RFCL
MAY 2006
• Sprint 2010 laid down the Visions, Values and Targets for
RFCL to sprint towards
• Fusion 2006, First All India Distributors’ Meet marked the
launch of former Ranbaxy Animal Healthcare as Vetnex. First event of its kind
witnessed by Veterinary industry
• Launch of Capsola Gold and Ceftivet to Distributors and
Media sensitization to poultry journals at Fusion 2006
• Launch of well-equipped packaging development and testing lab to provide
international packaging for their products
JULY 2006
• Biospectrum Magazine showcases RFCL and its SBUs along
with Core Management
AUGUST 2006
• Launch of Avatec as a mark of their successful strategic
alliance with Alpharma during the international exhibition ILDEX 2006 at New
Delhi
• Launch of Eclectica Wet Lab by Diagnova at RFCL
Headquarters
• Catalyst - The first newsletter aimed at internal
communication is launched
OCTOBER 2006
• Time to Consolidate, a company wide outdoor activity based
motivational, team building endeavor covers over 500 employees and associates
• Program MPower launched to promote operational excellence
and empower second line management at RFCL
• Vetnex launches nationwide “Vetnex Learning Program” a continued education
program through technical seminars for veterinarians
NOVEMBER 2006
• Rankem networks at Analytica Anacon 2006 and showcases new
products and services
• Launch of Neosynth’s Process Development and Analytical
labs
DECEMBER 2006
• December 1, 2006: Ranbaxy Fine Chemicals Limited formally
becomes RFCL Limited and this day is committed as the RFCL Day
• A Day to Cherish their Achievements and Rededicate their
selves to a Better Future as their celebrate RFCL Day
About
ICICI Venture
ICICI Venture’s primary investment objective is capital investment
through investments by way of equity or equity-related securities in unlisted
companies with significant growth potential. ICICI Venture is India’s oldest
and most experienced private equity manager and is the largest Indian private
equity player with assets under management exceeding EUR 500 Mn. It is a
subsidiary of ICICI Bank, India’s second largest bank that has assets exceeding
EUR 22 billion (Sept 2004) with a market capitalization of EUR 6.1 billion
(March 2005). Prominent non-Indian portfolio investors in the Bank include
Oppenheimer Group, Temasek Holdings, Templeton Investment Counsel, HWIC Fund,
Prudential Portfolio Managers and Government of Singapore.
RFCL, a USD 34-million Indian company, comprises of FOUR major
business segments - Animal Health, In vitro Diagnostics, Scientific Laboratory
Solutions and Custom Synthesis business.
RFCL offers products and services to a range of industries
including the veterinary, aqua and poultry farms, in vitro diagnostic
facilities in clinical labs, hospitals, nursing homes & laboratory
chemicals and consumables for Pharmaceuticals, Biotechnology, R&D
Laboratories & other industries.
Innovation, ethical practice and dedication has helped to unlock
their potential. Their have been attaining excellence and success through team
work as the four business segments move ahead in unison towards the common goal
of creating sustainable competencies in their respective business areas.
DIVISIONS OF RFCL
Animal
Health Segment
Strives
to improve the productivity of poultry and livestock farmers and to enhance the
joy of pet owners, by offering them world-class products to maintain their
animals in a state of excellent health! It serves veterinarians in India, who
are guardians of animal health.
Animal
Health segment markets a comprehensive product line for Poultry, Livestock and
Companion Animals, including:
All
India Reach
The
Animal Health business segment has 20 Primary Distribution locations over 400
stockists, 2000 retailers, and over 170 technically qualified and highly
trained marketing and sales personnel. Their team is in touch with over 200
direct accounts, including large feed mills, dairy co-operatives and poultry
breeding farms; the Animal Health field force covers 15,000 prescribers and
consultants every month.
Market
Success
The
Animal Health segment is on the fast track, growing at double the industry
rate. The segment has in the last five years leap-frogged from 20th to the 4th
position in sales revenue and has the No. 1 slot in Poultry Health products.
DIAGNOVA
Diagnostics
is a dynamic team that has an established presence in the market with an over
4500 customer base and is known for its benchmark quality, both in terms of
posting a healthy growth of 30.6% against the market growth rate of 18% in 2004
(Source: Mc Evoy & Farmer, April 2004).
Their
offer a wide range of cutting edge reagents and instruments for diagnostic
facilities based in private pathology laboratories, corporate / government
hospitals, nursing homes, polyclinics, blood banks, Research & development
Institutions, CRO laboratories and physicians’ clinics.
A
dedicated and highly experienced team in the industry caters to customized
needs of every individual laboratory in different settings, supported by a wide
marketing and servicing network spread across the country. The technically
qualified team comprises of doctorates, post graduates and graduates in
science, engineers and management personnel.
Their
endeavors to provide the best of products and services are strengthened by
their strategic alliances with the leading instrumentation and reagent
companies in the world.
Milestones in Scientific Lab solutions
Exclusive marketing agreement with PRINCETON CHROMATOGRAPHY
INC, USA
Distributorship agreement with ACCUSTANDARD INC; USA
Marketing alliance with MALLINCKRODT BAKER INC; USA
Collaboration with GRACE VYDAC, a business unit of W.R. Grace & Co.
Marketing alliance with Sartorius India, a subsidary of SARTORIUS AG, Germany
Formation of Ranbaxy Fine Chemicals Limited as a separate entity and birth of
RANKEM
Tie-up with ACROS ORGANICS, Belgium (a Fisher Scientific Worldwide company)
Inception of Ranbaxy Laboratories Limited-Chemical Division
Subject believe in
building long lasting, rewarding relationships that has foundation on high
quality, trust, reliability & mutual growth. Today, they are proud to be
associated with critical and integral stages in the growth of diverse
industrial segments, ranging from Pharmaceuticals to Textiles, from Oil and
Natural Gas to Food Processing.
They believe in building mutual trust by continuously exploring needs, agreeing
on mutual interests, delivering commitments & assuring the fulfillments.
They manifest trust building every day, in every measure, action and initiative
they undertake. They strive hard to match the individual specifications with
premium quality products manufactured at their ISO-9001:2000 and ISO 14001:1996
compliant units and delivered keeping the timelines in mind. They are committed
to provide you the products and services of the highest quality & thus
achieve customer satisfaction, which is fundamental to their business.
They believe the best way to meet the goals of their Mission Statement is to
listen carefully to their customers' needs and build their activities around
those needs. They believe that in their partnership with their customers &
business partners ,the business will continue to grow to everyone’s benefit.
They strongly believe that their substantial efforts and investments of time,
creativity & resources will lead to a continuous & growing Powerful Partnership.
Ranbaxy Laboratories
Limited (RLL) announced that its Allied Business division, Ranbaxy Fine
Chemicals Limited, (RFCL), has been awarded ISO14001:1996 Certification from
TUV Suddeutschland India. This puts RFCL amongst the few global companies in
the chemical industry to get this certification. Already an ISO 9001:2000
certified Company, RFCL becomes India's first organization in the laboratory
chemical industry, to attain this distinction.
The recognition is reflective of the Company's commitment to embrace stricter
Environment and Quality Management standards enabling it to strengthen its
position as a reliable manufacturer and marketer of fine chemicals. RFCL
commands 11 % market share in India and has a significant presence in the
international market.
Commenting on the achievement, Mr. Sushil Mehta, Director, Allied Business,
said, "The ISO certification is a significant milestone for RFCL. It
vindicates their position as an efficient and reliable supply partner of high
purity fine chemicals for manufacturing processes, quality assurance and
research & development".
Ranbaxy Fine Chemicals Limited, an ISO-9001:2000 certified leading fine
chemicals company in the country, is engaged in the production of Reagents,
Fine Chemicals used in manufacturing processes for specialized industries and
Laboratory Chemicals used in R&D. It markets over 1000 products through a
strong marketing and distribution network within India and overseas. It also
has exclusive marketing rights, in India, for over 17500 rare chemicals and 500
presentations belonging to Acros Organics and other leading companies.
Ranbaxy Laboratories Limited, India's largest pharmaceutical company,
manufactures and markets brand and generic pharmaceuticals and Active
Pharmaceutical Ingredients. Ranbaxy's continued focus on R&D has resulted
in several approvals in developed markets and significant progress in New Drug
Discovery Research. Ranbaxy's foray into Novel Drug Delivery Systems has led to
proprietary "platform technologies" resulting in a number of products
under development. The Company is selling its products in over 100 countries
and has an expanding international portfolio of affiliates, joint ventures and
alliances, ground operations in 34 countries and manufacturing operations in 7
countries.
CMT REPORT
(Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts, India Prisons Service,
Interpol, etc.
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals have
been formally charged or convicted by a competent governmental authority for
any financial crime or under any formal investigation by a competent government
authority for any violation of anti-corruption laws or international anti-money
laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE
GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE
RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.39.32 |
|
UK Pound |
1 |
Rs.81.82 |
|
Euro |
1 |
Rs.56.90 |
SCORE & RATING
EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--MARGINS |
-5~5 |
- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
54 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING
EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Unfavourable & favourable factors carry similar weight in credit
consideration. Capability to overcome financial difficulties seems
comparatively below average/normal. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
NR |
In view of the lack of information, we have no basis upon which to
recommend credit dealings |
No Rating |
|